ATEKU

Risk Factors” Overview Athena Technology Acquisition Corp.
Stockholder Meetings On June 13, 2023, the Company held a special meeting of its stockholders (the “First Extension Special Meeting”), at which the stockholders approved proposals to amend the Company’s amended and restated certificate of incorporation, as amended and corrected (“Charter”) to (i) extend the date by which the Company must consummate its initial Business Combination from June 14, 2023 to up to March 14, 2024 by electing to extend the date to consummate an initial Business Combination on a monthly basis up to nine times by an additional one month each time after June 14, 2023 until March 14, 2024, or a total of up to nine months, provided that the Sponsor or its affiliates or permitted designees deposited into the Trust Account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that was subject to redemption and that had not been redeemed in accordance with the terms of the amended Charter and (ii) provided holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), the right to convert any and all of their Class B common stock into the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), on a one-for-one basis prior to the closing of a Business Combination at the election of the holder.
On March 12, 2024, the Company held a special meeting of its stockholders (the “Second Extension Special Meeting”), at which the stockholders approved proposals to further amend the Charter to (i) further extend the date by which the Company must consummate its initial Business Combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from March 14, 2024 to December 14, 2024 provided that the Sponsor or its affiliates or permitted designees deposited into the Trust Account the lesser of (a) $40,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that was subject to redemption and that had not been redeemed upon the election of each such one-month extension unless the closing of the Company’s initial Business Combination had occurred and (ii) eliminated the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of an initial Business Combination.
On December 10, 2024, the Company held an annual meeting of its stockholders (the “Third Extension Meeting”), at which the stockholders approved the proposal to amend the Charter to further extend the date by which the Company must consummate its initial Business Combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from December 14, 2024 to September 14, 2025 (the “Third Extension”), provided that the Sponsor or its affiliates or permitted designees deposit into the Trust Account the lesser of (a) $25,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that was subject to redemption and that had not been redeemed upon the election of each such one-month extension unless the closing of the Company’s initial Business Combination had occurred.
In connection with the Third Extension, 977,625 shares of the Company’s Class A common stock were redeemed.
On September 10, 2025, the Company held a special meeting of its stockholders (the “Fourth Extension Special Meeting”), at which the stockholders approved the proposal to further amend the Charter to further extend the date by which the Company must consummate its initial Business Combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from September 14, 2025 to June 14, 2026 (the “Fourth Extension”), provided that the Sponsor or its affiliates or permitted designees deposit into the Trust Account the lesser of (a) $25,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that is subject to redemption and that has not been redeemed upon the election of each such one-month extension unless the closing of the Company’s initial Business Combination shall have occurred.
The Company filed an amendment to the Charter to reflect the accepted proposals on September 10, 2025.
In connection with the Fourth Extension Special Meeting, 285,269 shares of the Company’s Class A common stock were redeemed.
On each of March 13, 2024, April 16, 2024, May 14, 2024, June 14, 2024, July 10, 2024, August 8, 2024, September 12, 2024, October 15, 2024 and November 11, 2024, the Company deposited $25,756 into the Trust Account, or an aggregate of $231,800, allowing the Company to extend the period of time it has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024.
On each of December 11, 2024, January 10, 2025, February 10, 2025, March 6, 2025, April 7, 2025, May 7, 2025, June 6, 2025, July 8, 2025 and August 11, 2025, the Company deposited $6,203 into the Trust Account, or an aggregate of $55,827, allowing the Company to extend the period of time it has to consummate its initial Business Combination from December 14, 2024 to September 14, 2025.
On each of September 12, 2025, October 7, 2025, November 4, 2025, December 8, 2025, January 5, 2026, February 5, 2026 and March 4, 2026, the Company deposited approximately $498 into the Trust Account, or an aggregate of approximately $3,486, allowing the Company to extend the period of time it has to consummate its initial Business Combination from September 14, 2025 to April 14, 2026.
NYSE American Notifications and Delisting On July 17, 2023, our Board of Directors authorized the transfer of the listing of our Class A common stock, redeemable warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share (the “Warrants”), and units, each consisting of one share of Class A common stock and one-half of one Warrant (the “Units” and together with the Class A common stock and the Warrants, the “Listed Securities”), from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”).
As a result of the determination, trading of the Listed Securities on NYSE American was suspended on December 10, 2024 and the Listed Securities were delisted on December 30, 2024.
Our Class A common stock, Units and Warrants currently trade on OTC Pink under the symbols “ATEK,” “ATEK.U” and “ATEK WS,” respectively.
On May 21, 2025, the Company paid $ 171,778 of its 2023 tax penalties and interest.
As of December 31, 2025, the total amount of prepaid income taxes was $ 610,976 , and the remaining restricted cash balance amounted to $ 0 .
Company Funding On July 26, 2024, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $422,182.
As of December 31, 2025, the Company received the full principal amount of $ 422,182 under this Note.
On December 6, 2024, the Company and Sponsor entered into an Amended and Restated Subscription Agreement (the “A&R Polar Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) pursuant to which Polar contributed an additional $ 200,000 to Sponsor (for an aggregate of $ 500,000 , such funded amounts, the “Initial Polar Capital Investment”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses.
The Subscription Agreement provides that in connection with the Initial Polar Capital Investment, the Company will repay the entire balance of the Initial Polar Capital Investment to Polar within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 200,000 shares of Class A common stock to Polar immediately prior to the closing of an initial Business Combination of the Company (for an aggregate of 500,000 shares to be transferred and/or issued to Polar as consideration for the Initial Polar Capital Investment).
On February 9, 2025, the Company and Sponsor entered into a Subscription Agreement (the “February 2025 Subscription Agreement”) with Kevin Wright and Jeanine Percival Wright Revocable Trust (the “Investor”) pursuant to which the Investor contributed $ 500,000 to Sponsor (the “Contribution”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses.
On August 11, 2025, the Company and Sponsor entered into a Subscription Agreement (the “August Subscription Agreement”) with Polar pursuant to which Polar contributed an additional $ 400,000 (the “August Polar Capital Investment”) to the Company to cover working capital expenses.
The August Subscription Agreement provides that in connection with the Polar Capital Investment, immediately prior to the closing of a Business Combination, the Company will issue to Polar one share of Company class A common stock per $1.00 contributed by Polar (the “subscription shares”).
Additionally, in connection with the August Subscription Agreement, an amount equal to the August Polar Capital Investment shall be paid by the Company to Polar as a return of capital within five business days of the closing of a Business Combination.
Additionally, the Sponsor shall not sell, transfer, or otherwise dispose of any securities (including warrants) owned by the Sponsor without Polar’s consent, other than Permitted Share Transfers, until the full amount of the contribution has been paid to Polar.
The Company and Sponsor are jointly and severally obligated for such repayment.
If the closing of a Business Combination occurs, Polar may, in its sole discretion, elect at the closing of such Business Combination or at any time prior to the repayment of the August Polar Capital Investment to receive such repayment from the Company either in cash or shares of the Company’s Class A common stock at a rate of one share of Class A common stock for each $ 10 of the contribution (the “Capital Contribution Shares”).
In the event that the Sponsor or the Company defaults in its obligations and that such default continues for a period of five business days following written notice to the Sponsor and Company (the “Default Date”), the Company shall immediately issue to Polar 0.1 shares of the Company’s Class A common stock (the “Default Shares”) for each $ 1.00 of the August Polar Capital Investment on the Default Date and shall issue to Polar an additional 0.1 Default Shares for each $ 1.00 of the August Polar Capital Investment that Polar funded each month thereafter, until the default is cured.
Our only activities from May 20, 2021 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for our initial public offering, described below, and since our initial public offering, the search for a prospective initial Business Combination.
For the year ended December 31, 2025, we had a net loss of $1,271,227, which consisted of operating expenses of $1,876,932, return of capital subscription shares expense of $164,000, finance costs of $235,630, income tax expense of $4,453 and franchise tax expense of $5,243, partially offset by interest income on investments held in Trust Account of $110,291, gain on change in fair value of return of capital subscription shares liability of $16,400 and reversal of interest and penalties on excise tax liability of $888,340.
For the year ended December 31, 2024, we had a net loss of $2,648,946, which consisted of operating expenses of $3,402,952 and finance costs of $78,039, offset by interest income on investments held in Trust Account of $850,641.
The $8,956,250 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by June 14, 2026, subject to the terms of the underwriting agreement.
The waiver of deferred underwriting commissions is contingent upon such successful Business Combination, thus, as of December 31, 2025, the full amount of $ 8,956,250 remains outstanding.
As of December 31, 2025, there is $29,191 of interest income available in the Trust Account available to pay for franchise and income taxes and total amounts withdrawn from the Trust Account to pay the Company’s franchise and income tax obligations amounted to $2,869,660 (net of approximately $328,000 cash deposited to the Trust Account to refund the over withdrawal).
During the year ended December 31, 2025 the Company withdrew an additional $195,437 from the Trust Account to pay the Company’s franchise and income taxes payable.
In connection with the First Extension Special Meeting held on June 13, 2023, 23,176,961 shares of the Company’s Class A common stock were redeemed.
In connection with the Second Extension Special Meeting held on March 12, 2024, 910,258 shares of the Company’s Class A common stock were redeemed.
In connection with the Third Extension Meeting held on December 10, 2024, 977,625 shares of the Company’s Class A common stock were redeemed.
In connection with the Fourth Extension Special Meeting held on September 10, 2025, 285,269 shares of the Company’s Class A common stock were redeemed.
On September 12, 2025, an amount of $ 3,335,294 was withdrawn from the Trust Account to pay such redeeming holders and the 285,269 shares of the Company’s Class A common stock that were redeemed were cancelled.

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Gone since FY2024

Overview Athena Technology Acquisition Corp.
Stockholder Meetings On June 13, 2023, the Company held a special meeting of its stockholders (the “First Extension Special Meeting”), at which the stockholders approved proposals to amend the Company’s amended and restated certificate of incorporation, as amended and corrected (“Charter”) to (i) extend the date by which the Company must consummate its initial business combination from June 14, 2023 to up to March 14, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after June 14, 2023 (the date which is 18 months from the closing date of the IPO, the “First Current Outside Date”) until March 14, 2024 (the date which is 27 months from the closing date of the IPO), or a total of up to nine months after the First Current Outside Date, provided that the Sponsor or its affiliates or permitted designees will deposit into the Trust Account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that has not been redeemed in accordance with the terms of the amended Charter and (ii) provide holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), the right to convert any and all of their Class B common stock into the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), on a one-for-one basis prior to the closing of a business combination at the election of the holder.
On March 12, 2024, the Company held a special meeting of its stockholders (the “Second Extension Special Meeting”), at which the stockholders approved proposals to further amend the Charter to (i) further extend the date by which the Company must consummate its initial business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from March 14, 2024 (the date which is 27 months from the closing date of the Company’s IPO) to December 14, 2024 (the date which is 36 months from the closing date of the IPO) provided that the Sponsor or its affiliates or permitted designees deposit into the Trust Account the lesser of (a) $40,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that has not been redeemed in accordance with the terms of the Charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred and (ii) eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of an initial business combination.
On December 10, 2024, the Company held an annual meeting of its stockholders (the “2024 Annual Meeting”), at which the stockholders approved the proposal to amend the Charter to further extend the date by which the Company must consummate its initial business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from December 14, 2024 to September 14, 2025, provided that the Sponsor or its affiliates or permitted designees deposit into the Trust Account the lesser of (a) $25,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that has not been redeemed in accordance with the terms of the Charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred.
In connection with the 2024 Annual Meeting, 977,625 shares of the Company’s Class A common stock were redeemed.
On each of March 13, 2024, April 16, 2024, May 14, 2024, June 14, 2024, July 10, 2024, August 8, 2024, September 12, 2024, October 15, 2024 and November 11, 2024, the Company deposited $25,756 into the Trust Account, or an aggregate of $231,800, allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month from March 14, 2024 to December 14, 2024.
On each of December 11, 2024, January 10, 2025, February 10, 2025 and March 6, 2025, the Company deposited $6,203 into the Trust Account, or an aggregate of $24,812, allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month from December 14, 2024 to April 14, 2025.
NYSE American Notifications and Delisting On July 17, 2023, our Board of Directors authorized the transfer of the listing of our Class A common stock, par value $0.0001 per share (“Class A common stock”), redeemable warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share (the “Warrants”), and units, each consisting of one share of Class A common stock and one-half of one Warrant (the “Units” and together with the Class A common stock and the Warrants, the “Listed Securities”), from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”).
As a result of the determination, trading of the Listed Securities on NYSE American was suspended on December 10, 2024.
On December 19, 2024, NYSE American filed a Form 25 to delist the Listed Securities and to remove such securities from registration under Section 12(b) of the Exchange Act.
Such delisting took effect approximately 10 days after the filing of Form 25, or December 30, 2024.
Our Class A common stock, Units and Warrants currently trade on OTC Markets OTCPK under the symbols “ATEK,” “ATEK.U” and “ATEK WS,” respectively.
Though March 31, 2024, the Company used portions of the Restricted Funds to pay for general operating expenses in the aggregate amount of $669,440.
As of December 31, 2024, the total amount of prepaid income taxes was $ 439,137 , and the remaining restricted cash balance amounted to $0 .
Company Funding On April 10, 2024, the Company issued an unsecured promissory note to Isabelle Freidheim, the Company’s Chief Executive Officer, with a principal amount equal to $600,000.
On April 10, 2024, the Company issued an unsecured promissory note to Kirthiga Reddy, the Company’s President and Director, with a principal amount equal to $ 200,000 .
On December 6, 2024, the Company and Sponsor entered into an Amended and Restated Subscription Agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) pursuant to which Polar contributed an additional $ 200,000 to Sponsor (for an aggregate of $ 500,000 , such funded amounts, the “Polar Capital Investment”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses.
The Subscription Agreement provides that in connection with the Polar Capital Investment, the Company will repay the entire balance of the Polar Capital Investment to Polar within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 200,000 shares of Class A common stock to Polar immediately prior to the closing of an initial Business Combination of the Company (for an aggregate of 500,000 shares to be transferred and/or issued to Polar).
On February 9, 2025, the Company and Sponsor entered into a Subscription Agreement (the “February 2025 Subscription Agreement”) with Kevin Wright and Jeanine Percival Wright Revocable Trust (the “Investor”) pursuant to which the Investor contributed an additional $ 500,000 to Sponsor (the “Contribution”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses.
Our only activities from May 20, 2021 (inception) through December 31, 2024 were organizational activities and those necessary to prepare for our initial public offering, described below, and since our initial public offering, the search for a prospective initial business combination.
For the year ended December 31, 2024, we had a net loss of $2,648,946, which consisted of operating expenses of $3,402,952 and finance cost of $78,039, offset by interest income on investments held in the Trust Account of $850,641.
For the year ended December 31, 2023, we had a net income of $1,339,504, which consisted of interest income on investment held in the Trust Account of $6,009,585, offset by operating expenses of $3,528,434, finance cost of $179,819 and income tax expenses of $820,571.
The $8,956,250 of deferred underwriting fee payable is contingent upon the consummation of a business combination by September 14, 2025, subject to the terms of the underwriting agreement.
The waiver of deferred underwriting commissions is contingent upon such successful Business Combination, thus, as of December 31, 2024, the full amount of $ 8,956,250 remains outstanding.
As of December 31, 2024, the accumulated interest income earned on investments held in Trust Account amounted to $21,929,730 and total amounts withdrawn from the Trust Account to pay the Company’s franchise and income tax obligations amounted to $2,674,222 (net of approximately $328,000 cash deposited to Trust Account to refund the over withdrawal).
In connection with the First Extension Special Meeting held on June 13, 2023, there were 23,176,961 shares of the Company’s Class A common stock redeemed.
In connection with the Second Extension Special Meeting held on March 12, 2024, there were 910,258 shares of the Company’s Class A common stock redeemed.
In connection with the Third Extension Special Meeting held on December 10, 2024, there were 977,625 shares of the Company’s Class A common stock redeemed.
For the year ended December 31, 2023, cash used in operating activities was $896,106.
Net income of $1,339,504 was reduced by interest income on investments held in Trust Account of $6,009,585 and increased by finance costs – amortization of debt issuance of $179,819 and expenses paid by related party of $80,020.
Changes in operating assets and liabilities used $3,514,136 for operating activities.
Net cash provided by investing activities was $241,607,033, which consisted of cash withdrawn from Trust Account in connection with redemption of $239,604,919, cash withdrawn from Trust Account to pay franchise and income taxes of $2,749,989, cash deposited to Trust Account for extension payments of $420,000, and cash deposited to Trust Account to refund over withdrawal of $327,875.
Net cash used in financing activities was $239,304,919, which consisted of redemptions of Class A common stock of $239,604,919 and proceeds from promissory note of $300,000.
In connection with the stockholders’ vote at the 2024 Annual Meeting held on December 10, 2024, there were 977,625 shares tendered for redemption and approximately $ 11,497,959 was paid out of the Trust Account on December 11, 2024 to the redeeming stockholders.
As of December 31, 2024, the Company’s aggregate excise tax payable, including interest and penalties, amounted to $3,501,166.
Pursuant to Internal Revenue Service regulations, the Company was required to file a return and remit payment for the 2023 excise tax liability of $ 2,396,049 on or before October 31, 2024.
In December 2024, the Internal Revenue Service issued a notice to the Company asserting that $3,284.389.20 is payable with respect to our 2023 excise tax liability and associated interest and penalties.
The amount payable will continue to increase until paid as a result of penalties and interest.
As of the date of filing of these financial statements, the Company has not yet paid the amount due.
The Company recognized a total of $ 888,340 in interest and penalties with respect to the 2023 excise tax liability through December 31, 2024.

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